<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 14)
IRVINE APARTMENT COMMUNITIES, INC.
(NAME OF ISSUER)
COMMON STOCK
$.01 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
463606-10
(CUSIP NUMBER)
MICHAEL D. MCKEE, ESQ.
THE IRVINE COMPANY
550 NEWPORT CENTER DRIVE
NEWPORT BEACH, CA
TEL. NO.: (714) 720-2333
(NAME, ADDRESS AND TELEPHONE NUMBER OF
PERSON AUTHORIZED TO RECEIVE NOTICES
AND COMMUNICATIONS)
AUGUST 12, 1998
(DATE OF EVENT WHICH REQUIRES FILING OF
THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this statement because of Rule 13d-1(b)(3) or (4), check the following: [ ]
Check the following box if a fee is being paid with this statement: [ ]
<PAGE> 2
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
The Irvine Company
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-3177751
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
27,485,964
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0- (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 27,485,964
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0- (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
27,485,964
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.6%
14 TYPE OF REPORTING PERSON*
CO
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88)
2
<PAGE> 3
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
TIC Investment Company A
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
33-0713216
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
-0- (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0- (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- (See Item 5)
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0- (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,502,105
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
3
<PAGE> 4
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
TIC Investment Company C
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
33-0713816
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
-0- (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0- (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- (See Item 5)
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0- (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,994,929
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.0%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
4
<PAGE> 5
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
TIC Investment Company D
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
33-0713817
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
7 SOLE VOTING POWER
-0- (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY -0- (See Item 5)
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0- (See Item 5)
PERSON
WITH 10 SHARED DISPOSITIVE POWER
-0- (See Item 5)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,185,333
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON*
PN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
5
<PAGE> 6
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
Donald L. Bren
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
7 SOLE VOTING POWER
183,325
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 183,325
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
183,325
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.9%
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
6
<PAGE> 7
This Amendment No. 14 to Schedule 13D amends and restates the Schedule
13D dated June 3, 1998, as previously amended (as so amended, the "Schedule
13D").
ITEM 1. SECURITY AND COMPANY.
The class of equity securities to which this statement relates is the
Common Stock, $.01 par value per share (the "Shares"), of Irvine Apartment
Communities, Inc., a Maryland corporation (the "Company"). The Company is the
successor to Irvine Apartment Communities, Inc., a Delaware corporation (the
"Delaware Company"), which merged with and into the Company on May 2, 1996. All
references herein to the Company are deemed to be references to the Delaware
Company, where such references relate to dates prior to May 2, 1996. The
principal executive offices of the Company are located at 550 Newport Center
Drive, Suite 300, Newport Beach, CA 92660.
ITEM 2. IDENTITY AND BACKGROUND.
This Schedule 13D is being filed by: The Irvine Company, a Delaware
corporation ("TIC"); TIC Investment Company A, a California general partnership
("TICICA"); TIC Investment Company C, a California general partnership
("TICICC"); TIC Investment Company D, a California general partnership
("TICICD") and Mr. Donald Bren. TIC is the successor to The Irvine Company, a
Michigan corporation ("TIC Michigan"), which merged with and into TIC on
February 2, 1998. All references herein to TIC are deemed to be references to
TIC Michigan, where such references relate to dates prior to February 2, 1998.
TIC is the owner and developer of the Irvine Ranch, a 90 square mile
parcel of land located in central Orange County in Southern California. TIC's
principal business consists of the ownership, development, management and
leasing of real estate on the Irvine Ranch. TIC is a limited partner of Irvine
Apartment Communities, L.P., a Delaware limited partnership (the "Operating
Partnership"), of which the Company is the sole general partner. TIC, directly
or indirectly, owned Irvine Affordable Housing, Inc. ("IAH") and the seven
limited partnerships and one general partnership that, together with TIC,
contributed in December 1993 properties (or, in one case, a 99% general and
limited interest in a limited partnership that owns a property) to the Operating
Partnership in exchange for limited partnership units ("L.P. Units") in the
Operating Partnership. TIC is currently the sole general partner of two such
limited partnerships (the "Limited Partnerships"). On June 30, 1995 the other
five limited partnerships were liquidated and the L.P. Units owned by them were
transferred to TIC. TIC and one of its wholly-owned subsidiaries were the
general partners of the general partnership which on June 24, 1996 was
liquidated and the L.P. Units owned by it were transferred to TIC. TIC was also
the sole shareholder of Irvine Lease Co., Inc. ("ILCI"), which purchased
1,500,000 L.P. Units on August 9, 1995 as more fully disclosed in Item 3 below,
and also purchased 2,105 additional L.P. Units on May 30, 1996. The L.P. Units
owned by ILCI were transferred to TICICA on June 21, 1996. Together, TIC,
TICICA, TICICC, TICICD, the Limited Partnerships and TIC Investment Company B, a
California general partnership ("TICICB") (see item 3 below), own 98.5% of the
limited partnership interests in the Operating Partnership, representing a 54.7%
interest in the Operating Partnership. The address of the principal business and
the principal office of TIC is 550 Newport Center Drive, Newport Beach, CA
92660.
TIC is the managing general partner (holding a 99% partnership interest)
of each of TICICA, TICICB, TICICC, TICICD and the Limited Partnerships. DBIAC
Investment Company, a California
7
<PAGE> 8
corporation ("DBIAC"), holds the remaining 1% general partnership interest of
each of TICICA, TICICB, TICICC and TICICD. DBIAC also holds a 1% partnership
interest in the Limited Partnerships. The sole shareholder of DBIAC is the
Donald L. Bren Trust, dated June 26, 1987, as amended, of which Mr. Donald Bren
is the sole trustee. The principal business of each of TICICA, TICICC and TICICD
is to acquire, hold title to and/or lease real or personal property in Orange
County, California. The address of the principal executive offices and principal
business of each of TICICA, TICICC and TICICD is 550 Newport Center Drive,
Newport Beach, CA 92660.
Information as to each executive officer and director of TIC is set
forth in Schedule A attached hereto, which is incorporated herein by reference.
Information as to each executive officer and director of DBIAC is set forth in
Schedule B attached hereto, which is incorporated herein by reference.
Mr. Bren is the Chairman of the Board and the President, as well as the
sole shareholder, of TIC. Mr. Bren is also the Chairman of the Board of the
Company. Mr. Bren directly owns Shares and is the sole shareholder of each
member of a limited liability company unaffiliated with TIC (the "LLC") that
owns L.P. Units. Mr. Bren disclaims beneficial ownership of the Shares and the
L.P. Units directly or indirectly owned by TIC, TICICA, TICICB, TICICC, TICICD,
the Limited Partnerships, the LLC and DBIAC.
During the last five years, neither Mr. Bren, TIC, TICICA, TICICC,
TICICD nor any other person controlling TIC, TICICA, TICICC or TICICD nor, to
the best of their knowledge, any of the persons listed on Schedule A or Schedule
B attached hereto, nor any person listed in Item 5 or the footnotes thereto, has
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
In December 1993, TIC directly transferred certain rental apartment
communities (or, in one case, a 99% general and limited partnership interest in
a limited partnership that owns a property) to the Operating Partnership in
exchange for 15,784,000 L.P. Units.
In December 1993, TIC, acting as the general partner of the Limited
Partnerships and one general partnership, transferred certain rental apartment
communities to the Operating Partnership in exchange for 1,304,000 L.P. Units.
On June 24, 1996, the general partnership was liquidated and the 160,000 L.P.
Units owned by it were transferred to TIC. Upon such liquidation and transfer,
the general partnership ceased to be a limited partner of the Operating
Partnership.
In December 1993, IAH, acting as the general partner of five limited
partnerships transferred certain rental apartment communities in exchange for
1,359,000 L.P. Units. On June 30, 1995, such limited partnerships were
liquidated and the 1,359,000 L.P. Units were transferred to TIC.
The foregoing December 1993 transactions were conducted in connection
with the creation of an umbrella partnership real estate investment trust (an
"UP-REIT") as described in greater detail in the Prospectus forming a part of
the Form S-11 Registration Statement (File No. 33-68830) of the
8
<PAGE> 9
Company filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended.
In March 1995, in connection with TIC's sale, through IAH, of an
apartment community land site to the Operating Partnership pursuant to the Land
Rights Agreement (as defined in Item 6), TIC, through IAH, received, upon
consummation of the sale, as payment of the purchase price by the Operating
Partnership, 336,432 L.P. Units. In November 1995 and March 1996, in connection
with TIC's sale, through IAH, of an apartment community land site to the
Operating Partnership pursuant to the Land Rights Agreement, TIC, through IAH,
received, upon consummation of the sale, as partial payment of the purchase
price by the Operating Partnership, 113,372 L.P. Units and 28,358 L.P. Units,
respectively. In each case, the number of L.P. Units payable to TIC was equal to
the purchase price in dollars divided by the average of the closing prices of
the Common Stock on the New York Stock Exchange ("NYSE") for the 10 trading days
immediately preceding the closing date of the applicable sale. The 478,162 L.P.
Units owned by IAH were transferred to TICICB in June 1996.
On August 9, 1995, the Company sold 5,175,000 Shares to a group of
underwriters at a price of $16.305 per Share (net of the underwriting discount)
in an underwritten public offering (the "Offering"). The Company contributed the
net proceeds of the Offering of $84,378,375 to the Operating Partnership. On the
same date, TIC, exercising its right pursuant to the Partnership Agreement
(defined below in Item 4) to make an additional capital contribution to the
Operating Partnership, made a contribution of $25,875,000 to the Operating
Partnership through its wholly-owned subsidiary ILCI, for which ILCI received
1,500,000 L.P. Units. For the purpose of calculating adjusted ownership
interests in the Operating Partnership pursuant to the Partnership Agreement,
such contribution was reduced to $24,457,500 (by deducting an amount equal to
the underwriting discount that would have been applicable to Shares if such
contribution had been used to acquire Shares in the Offering). On June 21, 1996,
such 1,500,000 L.P. Units together with an additional 2,105 L.P. Units owned by
ILCI were transferred to TICICA.
On July 3, 1996, the Company sold 1,490,700 Shares directly to a group
of institutional investors at a price of $20.125 per Share (the "Direct Sale").
The Company contributed the net proceeds of the Direct Sale of $30,000,337.50 to
the Operating Partnership. On the same date, TIC, exercising its right pursuant
to the Partnership Agreement to make an additional capital contribution to the
Operating Partnership, made a contribution of $30,000,337.50 to the Operating
Partnership through TICICC, for which TICICC received 1,490,700 L.P. Units.
On July 30, 1996, December 23, 1996, February 10, 1997, October 21, 1997
and December 16, 1997, TICICD sold apartment community land sites to the
Operating Partnership pursuant to the Land Rights Agreement. TICICD received as
payment of the purchase price 115,544, 244,857, 313,439, 179,433 and 332,060
L.P. Units, respectively, which in each case was equal to the purchase price in
dollars divided by the average of the closing prices of the Common Stock on the
NYSE for the ten trading days immediately preceding the closing date of the
applicable sale.
TICICC has made the following purchases of L.P. Units pursuant to
proportional purchase rights under the Partnership Agreement (and after January
20, 1998 pursuant to the Restated Partnership Agreement, defined below in Item
4) and the Miscellaneous Rights Agreement, dated March 20, 1996, between the
Company, the Operating Partnership and TIC, as amended (the
9
<PAGE> 10
"Miscellaneous Rights Agreement"), triggered by activity under the Company's
Dividend Reinvestment and Additional Cash Investment Plan (the "DRIP Plan"):
<TABLE>
<CAPTION>
Date Number of Units Price Per Unit
---- --------------- --------------
<S> <C> <C>
8/30/96 7,330 $22.112
307 22.563
11/27/96 5,939 23.398
170 23.875
2/28/96 5,981 26.338
240 26.875
5/30/97 6,162 27.318
200 27.875
8/29/97 6,379 28.083
938 28.656
11/26/97 6,099 30.442
1,160 31.063
2/27/98 33,398 30.043
1,160 30.656
5/29/98 31,470 29.155
3,102 29.750
</TABLE>
On February 20, 1997, the Company sold 1,150,000 shares to a group of
underwriters at a price of $26.06 per Share (net of the underwriting discount)
in an underwritten public offering (the "Secondary Offering"). The Company
contributed the net proceeds of the Secondary Offering of $29,969,000 to the
Operating Partnership. On the same date, TIC, exercising its right pursuant to
the Partnership Agreement to make an additional capital contribution to the
Operating Partnership, made a contribution of $36,332,695.64 to the Operating
Partnership through TICICC, for which TICICC received 1,394,194 L.P. Units at a
price of $26.06 per L.P.
Unit.
On March 14, 1997, TIC announced that its board of directors had
authorized the purchase of up to 1.2 million Shares from time to time in the
open market or in negotiated transactions over an indefinite period of time,
depending on market conditions and other factors. TIC, as of April 29, 1997,
completed its purchase of an aggregate of 1.2 million Shares for an aggregate
purchase price of $33,274,675 (before the payment of commissions) in the open
market on the dates, in the amounts and at the prices per Share described below:
<TABLE>
<CAPTION>
Trade Number of Price Per
Date Shares Share
---- ------ -----
<S> <C> <C>
3/21/97 10,000 $28.500
10,000 28.375
3/25/97 20,000 28.375
24,000 28.250
15,000 28.125
11,000 28.000
3/26/97 10,000 28.250
57,400 28.125
3/27/97 32,000 28.375
20,000 28.250
</TABLE>
10
<PAGE> 11
<TABLE>
<CAPTION>
Trade Number of Price Per
Date Shares Share
---- ------ -----
<S> <C> <C>
3/31/97 20,000 28.375
4/01/97 50,000 28.375
4/02/97 110,000 28.500
87,000 28.375
4/03/97 183,000 28.250
4/04/97 105,000 28.000
4/10/97 10,000 27.625
4/11/97 10,000 27.500
4/28/97 30,000 26.500
4/29/97 385,600 28.250
</TABLE>
On September 19, 1997, TIC announced that its board of directors had
authorized the purchase of as many as 1 million Shares from time to time in the
open market or in negotiated transactions over an indefinite period of time,
depending on market conditions and other factors. TIC, as of May 8, 1998,
completed its purchase of an aggregate of 1.0 million Shares for an aggregate
purchase price of $30,943,244 (before the payment of commissions) in the open
market on the dates, in the amounts and at the prices per Share described below:
<TABLE>
<CAPTION>
Trade Number of Price Per
Date Shares Share
---- ------ -----
<S> <C> <C>
10/23/97 5,000 $30.4375
10/24/97 10,000 30.5000
10,000 30.4375
10/27/97 5,000 30.3125
5,000 30.2500
10/28/97 15,000 29.5000
11/5/97 5,000 31.0000
11/7/97 10,000 31.5000
11/13/97 20,000 31.5000
11/18/97 60,000 31.0000
12/9/97 50,000 31.0000
12/17/97 30,000 31.0625
12/18/97 25,000 31.0625
12/19/97 25,000 31.0000
12/22/97 25,000 31.0000
</TABLE>
11
<PAGE> 12
<TABLE>
<CAPTION>
Trade Number of Price Per
Date Shares Share
---- ------ -----
<S> <C> <C>
1/9/98 50,000 32.0000
1/13/98 5,000 32.0000
1/14/98 45,000 32.0000
1/15/98 10,000 31.7500
1/15/98 10,000 31.6875
1/16/98 10,000 31.5000
1/27/98 5,000 32.0000
2/2/98 10,000 32.0625
2/3/98 10,000 32.1250
2/3/98 10,000 32.0000
2/10/98 5,000 31.8750
2/11/98 5,000 31.8125
2/11/98 700 31.7500
2/12/98 4,300 31.4375
2/13/98 20,000 30.7500
2/13/98 1,800 30.8750
2/13/98 22,800 30.8750
2/13/98 5,400 30.8750
2/17/98 200 30.8750
2/17/98 21,300 30.7500
2/17/98 8,500 30.7500
2/18/98 3,200 30.7500
2/18/98 4,000 30.6875
2/18/98 12,800 30.6250
2/19/98 2,000 30.3750
2/19/98 3,000 30.3125
2/20/98 5,000 30.3750
2/20/98 5,000 30.2500
2/23/98 2,000 30.5000
2/23/98 2,200 30.4375
2/24/98 10,800 30.6250
2/25/98 10,000 30.6250
2/27/98 7,000 30.6250
</TABLE>
12
<PAGE> 13
<TABLE>
<CAPTION>
Trade Number of Price Per
Date Shares Share
---- ------ -----
<S> <C> <C>
3/2/98 3,000 30.5000
3/4/98 16,500 30.5000
3/5/98 9,000 30.5000
3/9/98 1,100 30.5000
3/10/98 23,400 30.5000
3/11/98 100,000 30.5000
3/11/98 25,000 30.5000
3/19/98 6,000 30.5000
4/16/98 5,000 31.0000
4/17/98 5,000 31.0000
4/21/98 25,000 31.0000
4/22/98 7,500 31.0000
4/23/98 51,500 31.0000
4/24/98 13,200 30.7500
5/05/98 13,000 30.3750
5/06/98 20,000 30.4375
5/06/98 3,800 29.7500
5/07/98 30,000 30.1875
5/08/98 10,000 30.2500
5/08/98 5,000 30.0625
</TABLE>
On May 7, 1998, TIC announced that it may purchase as many as 500,000
additional Shares from time to time in the open market or in negotiated
transactions over an indefinite period of time, depending on market conditions
and other factors. TIC, as of August 3, 1998, had purchased an aggregate of
457,374 Shares for an aggregate purchase price of $13,574,892 (before the
payment of commissions) in the open market on the dates, in the amounts and at
the prices per Share described below:
<TABLE>
<CAPTION>
Trade Number of Price Per
Date Shares Share
---- ------ -----
<S> <C> <C>
5/11/98 15,000 $30.3750
5/12/98 7,500 30.5000
5/12/98 27,500 30.3750
5/13/98 50,000 30.2500
5/15/98 5,000 29.8750
5/18/98 5,000 29.8750
</TABLE>
13
<PAGE> 14
<TABLE>
<CAPTION>
Trade Number of Price Per
Date Shares Share
---- ------ -----
<S> <C> <C>
5/19/98 15,000 29.8125
5/21/98 100,000 29.8125
5/22/98 13,000 29.8125
5/26/98 37,000 29.7500
5/28/98 10,000 29.6250
5/28/98 5,000 29.5625
5/29/98 5,774 29.8750
6/3/98 35,000 29.7500
6/11/98 7,900 29.6250
6/12/98 42,100 29.6250
7/23/98 23,700 29.0000
7/27/98 1,300 28.6875
7/28/98 13,400 28.5000
7/28/98 16,600 28.4375
8/3/98 11,800 28.2500
8/3/98 9,800 28.1875
</TABLE>
On August 5, 1998, TIC announced that it may purchase as many as 500,000
additional Shares from time to time in the open market or in negotiated
transactions over an indefinite period of time, depending on market conditions
and other factors. TIC, from August 6, 1998 to August 14, 1998, has purchased an
aggregate of 129,900 Shares for an aggregate purchase price of $3,534,612.50
(before the payment of commissions) in the open market on the dates, in the
amounts and at the prices per Share described below:
<TABLE>
<CAPTION>
Trade Number of Price Per
Date Shares Share
---- ------ -----
<S> <C> <C>
8/6/98 11,300 $27.3750
8/6/98 11,300 27.3125
8/6/98 500 27.2500
8/6/98 11,300 27.1875
8/7/98 3,800 27.1250
8/7/98 10,300 27.0000
8/7/98 500 26.9375
8/7/98 500 26.8750
8/7/98 500 26.8125
8/10/98 2,400 27.3125
</TABLE>
14
<PAGE> 15
<TABLE>
<CAPTION>
Trade Number of Price Per
Date Shares Share
---- ------ -----
<S> <C> <C>
8/10/98 200 27.2500
8/10/98 4,500 27.1250
8/11/98 700 27.0625
8/11/98 7,900 27.0000
8/12/98 12,000 27.2500
8/13/98 36,000 27.2500
8/14/98 12,000 27.2500
8/14/98 1,300 27.1875
8/14/98 2,900 27.1250
</TABLE>
TIC has made the following purchases of Shares pursuant to the DRIP
Plan:
<TABLE>
<CAPTION>
Date Number of Shares Plan Purchase Price
---- ---------------- -------------------
<S> <C> <C>
9/4/97* 1,000 $ 28.083
28.083
9/5/97* 3,000 28.083
3,000 28.083
1,023 28.083
9/8/97* 4,000 28.083
4,000 28.083
11/26/97 15,606 30.442
2/27/98 19,024 30.043
5/29/98 24,545 29.155
</TABLE>
- ---------------
* These purchases were made on the open market by TIC's broker on behalf
of TIC as automatic investments of dividends at the guaranteed Plan
Purchase Price of $28.083 per Share (as unsolicited orders).
Also, TIC has made the following purchases of Shares pursuant to
proportional purchase rights under the Partnership Agreement (and after January
20, 1998 pursuant to the Restated Partnership Agreement) and the Miscellaneous
Rights Agreement, triggered by activity under the DRIP Plan:
<TABLE>
<CAPTION>
Date Number of Shares Price Per Share
---- ---------------- ---------------
<S> <C> <C>
8/29/97 748 $28.083
110 28.656
11/26/97 754 30.442
144 31.063
2/27/98 5,651 30.043
196 30.656
5/29/98 7,610 29.155
750 29.750
</TABLE>
15
<PAGE> 16
On December 1, 1997, the LLC sold an apartment community land site to
the Operating Partnership and received 305,707 L.P. Units as the purchase price.
Subject to the terms of the Restated Partnership Agreement and certain
ownership limit provisions set forth in the Articles of Amendment and
Restatement of the Company (as amended by Articles of Merger dated May 2, 1996,
the "Articles of Incorporation"), the outstanding L.P. Units of the Operating
Partnership are exchangeable for Shares at an exchange ratio of one Share for
each L.P. Unit, subject to adjustment as set forth in the Restated Partnership
Agreement.
ITEM 4. PURPOSE OF TRANSACTION.
TIC acquired its Shares and the L.P. Units that are exchangeable into
Shares for investment purposes.
In each of January 1995, October 1995 and February 1996, the Board of
Directors of the Company approved the acquisition by the Operating Partnership
of an apartment community land site from TIC pursuant to the Land Rights
Agreement. The sale of the sites closed in March 1995, November 1995 and March
1996, respectively. The net cash purchase price for the site sold in March 1995
was $5,418,381 and was paid by the Operating Partnership in L.P. Units. The net
cash purchase price for the sites sold in November 1995 and March 1996 was
$4,190,000 and $2,519,000, respectively, and was paid by the Operating
Partnership in part through the issuance of L.P. Units. In each case, the number
of L.P. Units received by TIC, through IAH, was determined as provided in Item 3
above. All such L.P. Units owned by IAH were transferred to TICICB in June 1996
as provided in Item 3 above. Upon such transfer, IAH ceased to be a limited
partner of the Operating Partnership.
On June 30, 1995 the five limited partnerships of which IAH was the sole
general partner were liquidated and the 1,359,000 L.P. Units owned by such
limited partnerships were transferred to TIC. Upon such liquidation and
transfer, such limited partnerships ceased to be limited partners of the
Operating Partnership.
On August 9, 1995 and May 30, 1996, upon the receipt by the Operating
Partnership of the capital contribution from ILCI, ILCI received a limited
partner unit certificate representing 1,500,000 L.P. Units and 2,105 L.P. Units,
respectively. ILCI was admitted as an additional limited partner of the
Operating Partnership on August 9, 1995. ILCI acquired all such L.P. Units,
which are exchangeable for Shares on a one-for-one basis, for investment
purposes. All such L.P. Units were transferred to TICICA on June 21, 1996,
TICICA was admitted to the Operating Partnership as a
16
<PAGE> 17
Substitute Limited Partner and ILCI ceased to be a limited partner of the
Operating Partnership. TICICA acquired such L.P. Units for investment purposes.
On July 3, 1996, upon the receipt by the Operating Partnership of the
capital contribution from TICICC, TICICC received a limited partner unit
certificate representing 1,490,700 L.P. Units and was admitted as an additional
limited partner of the Operating Partnership. TICICC acquired such L.P. Units,
which are exchangeable for Shares on a one-for-one basis, for investment
purposes.
Similarly, on February 20, 1997, upon the receipt by the Operating
Partnership of the capital contribution from TICICC, TICICC received a limited
partner unit certificate representing 1,394,194 L.P. Units. TICICC acquired such
L.P. Units, which are exchangeable for Shares on a one-for-one basis, for
investment purposes, and TICICC acquired all L.P. Units that are exchangeable
for Shares (acquired pursuant to proportional purchase rights triggered by the
DRIP Plan) for investment purposes.
On July 30, 1996, December 23, 1996, February 10, 1997, October 21, 1997
and December 16, 1997, TICICD sold apartment community land sites to the
Operating Partnership pursuant to the Land Rights Agreement. TICICD received as
payment of the purchase price 115,544, 244,857, 313,439, 179,433 and 332,060
L.P. Units, respectively. TICICD acquired such L.P. Units, which are
exchangeable for Shares on a one-for-one basis, for investment purposes.
The LLC acquired its 305,707 L.P. Units for investment purposes.
On December 1, 1993, TIC, directly and as general partner of certain
limited partnerships and one general partnership, and IAH as general partner of
certain limited partnerships (collectively, the "TIC Entities"), entered into an
Amended and Restated Agreement of Limited Partnership of Irvine Apartment
Communities, L.P. with the Company dated as of that date (as amended, the
"Partnership Agreement"). In accordance with the Partnership Agreement and as
described in Item 3, the TIC Entities effected the transfer of certain rental
apartment communities to the Operating Partnership in exchange for an aggregate
of 18,447,000 L.P. Units. Copies of the Partnership Agreement and all amendments
thereto are filed as exhibits hereto and are incorporated herein by reference.
The description herein of the Partnership Agreement is qualified in its entirety
by reference thereto.
On January 20, 1998, TIC, directly and as general partner of certain
limited partnerships and general partnerships, entered into a Second Amended and
Restated Agreement of Limited Partnership of Irvine Apartment Communities, L.P.
with the Company, Thompson Residential Company, Inc., Stonecrest Village
Company, LLC, and IAC Capital Trust, dated as of that date (as amended, the
"Restated Partnership Agreement"). The Restated Partnership Agreement
supersedes, amends and restates the Partnership Agreement. A copy of the
Restated Partnership Agreement is filed as an exhibit hereto and is incorporated
herein by reference. The description herein of the Restated Partnership
Agreement is qualified in its entirety by reference thereto.
The Company, as the sole general partner of the Operating Partnership,
has unilateral control over the management, operation and business of the
Operating Partnership including the ability to cause the Operating Partnership
to enter into certain major transactions including acquisitions, refinancings
and the selection of property managers and any changes in the Operating
Partnership's
17
<PAGE> 18
distribution policies. The Board of Directors of the Company manages the affairs
of the Operating Partnership.
Pursuant to the Miscellaneous Rights Agreement, TIC has the right to
nominate three persons to the Board of Directors of the Company so long as TIC,
its affiliates, the stockholders of TIC and their affiliates or immediate family
members beneficially own at least 20% of the Shares of the Company (including
for these purposes Shares issuable upon exchange of L.P. Units). In the event
that this ownership falls below 20% but is at least 15%, TIC will have the right
to nominate two persons for election to the Board of Directors, and if this
ownership falls below 15% but is at least 10%, TIC will have the right to
nominate one person for election to the Board of Directors. A copy of the
Miscellaneous Rights Agreement, along with all amendments thereto, is filed
herewith and is incorporated herein by reference. The description herein of the
Miscellaneous Rights Agreement is qualified in its entirety by reference
thereto.
Pursuant to the above, three TIC nominees have been elected to the
Company's nine member Board of Directors. Pursuant to Section 3.4 of the
Miscellaneous Rights Agreement, the Company agrees not to increase the size of
the Board of Directors to more than ten persons or to decrease the size of the
Board of Directors to less than eight persons without the written consent of
Irvine Persons (as defined therein) then owning, directly or indirectly, Shares
or L.P. Units. Pursuant to Article Ninth of the Articles of Incorporation and
Article III of the Company's Amended By-laws (the "Amended By-laws"), the
consent of directors representing more than 75% of the entire Board of Directors
is required with respect to certain actions including (i) a change of control
(as defined in Article Ninth of the Articles of Incorporation); (ii) the
amendment of the Company's Articles of Incorporation or Amended By-laws, or the
Partnership Agreement; (iii) any waiver or modification of the ownership limits
provisions set forth in the Articles of Incorporation; (iv) the merger,
consolidation or sale of all or substantially all the assets of the Company or
the Operating Partnership; (v) the issuance under certain circumstances of
certain equity securities of the Company; (vi) for the Company to take title to
assets or to conduct business other than through the Operating Partnership, or
for the Company or the Operating Partnership to engage in any business other
than the ownership, construction, development and operation of multi-family
rental apartment communities; (vii) making a general assignment for the benefit
of creditors; or (viii) terminating the Company's status as a REIT for tax
purposes. Copies of the Articles of Incorporation (Exhibits 13 and 14) and the
Amended By-laws (Exhibit 15) are incorporated herein by reference. The
description herein of the Articles of Incorporation and the Amended By-laws is
qualified in its entirety by reference thereto.
Pursuant to the Restated Partnership Agreement, the consent of a
majority of the outstanding L.P. Units is required with respect to certain
extraordinary actions involving the Operating Partnership including (i) the
amendment, modification or termination of the Restated Partnership Agreement,
(ii) a general assignment for the benefit of creditors or the appointment of a
custodian, receiver or trustee for any of the assets of the Operating
Partnership, (iii) the institution of any proceeding for bankruptcy of the
Operating Partnership, (iv) the transfer of any general partnership interests in
the Operating Partnership, including through any merger, consolidation or
liquidation of the Company, subject to certain exceptions, (v) the admission of
any additional or substitute general partner in the Operating Partnership; (vi)
for the Company to take title to assets (other than temporarily in connection
with an acquisition prior to contributing such assets to the Operating
Partnership) or to conduct business other than through the Operating
Partnership; and (vii) for the
18
<PAGE> 19
Company or the Operating Partnership to engage in any business other than the
ownership, construction, development and operation of multifamily rental
apartment communities.
In addition, until such time as the Company owns 90% or more of the
total percentage interest in the Operating Partnership, the consent of the
limited partners holding a majority interest in the L.P. Units will also be
required with respect to the sale or other transfer of all or substantially all
of the assets of the Operating Partnership and certain mergers and business
combinations resulting in the complete disposition of all L.P. Units.
As general partner of the Operating Partnership, the Company has the
ability to cause the Operating Partnership to issue additional units of general
and limited partnership interests in the Operating Partnership. In the event
that the Operating Partnership issues new L.P. Units (for cash but not
property), TIC will have the right to purchase L.P. Units at a purchase price
equal to the purchase price in the transaction giving rise to such participation
right in order, and to the extent necessary, to maintain its percentage interest
in the Operating Partnership.
Pursuant to the Restated Partnership Agreement, TIC and the other
limited partners of the Operating Partnership, their affiliates and certain
related persons have certain rights, exercisable once in each twelve-month
period, to exchange generally up to one-third of the L.P. Units owned by them
for Shares (subject to the applicable ownership limit provision of the Articles
of Incorporation) and to tender up to one-third of the L.P. Units owned by them
to the Company for cash payable solely out of the net proceeds of an offering of
the Shares.
In the event that the Company issues (whether for cash or property) any
Shares or securities convertible into, or exchangeable or exercisable for,
Shares, TIC, subject to certain limited exceptions, including the issuance of
Shares pursuant to any stock incentive plan adopted by the Company or pursuant
to TIC's exercise of the exchange rights or cash tender rights described above,
will have the right to purchase Shares or such securities at a purchase price
equal to the purchase price in the transaction giving rise to the participation
rights in order to maintain its interest in the Company and the Operating
Partnership on a consolidated basis. However, other stockholders of the Company
would have no participation rights to purchase Shares or such securities and any
such issuances might cause a dilution of a stockholder's investment in the
Company.
The purpose of the TIC Entities in entering into the Partnership
Agreement and creating an UP-REIT structure was to provide new opportunities for
growth and to enhance the overall value of the contributed properties by
reducing the existing level of indebtedness and the amount of interest payable
after the Company's initial public offering. As a publicly-owned entity, TIC
believes that the Company has access to the public debt and equity capital
markets, which will provide increased opportunities for the development or
acquisition of apartment communities.
TIC intends to review from time to time the Company's business affairs
and financial position. Based on such evaluation and review, as well as general
economic and industry conditions existing at the time, TIC may consider from
time to time various alternative courses of action. Such actions may include,
subject to the ownership limit provisions of the Articles of Incorporation, the
acquisition of Shares through open market purchases, privately negotiated
transactions, tender offer, exchange offer or otherwise. Alternatively, such
actions may involve the exchange of L.P. Units for Shares, the exercise of the
cash tender rights or the sale of all or a portion of the Shares or L.P. Units
19
<PAGE> 20
in the open market, in privately negotiated transactions, through a public
offering or otherwise. On March 14, 1997, TIC announced that its board of
directors had authorized the purchase of up to 1.2 million Shares from time to
time in the open market or in negotiated transactions over an indefinite period
of time, depending on market conditions and other factors. Between March 21,
1997 and April 29, 1997, TIC purchased an aggregate of 1.2 million Shares in the
open market. On September 19, 1997, TIC announced that its board of directors
had authorized the purchase of as many as 1 million Shares from time to time in
the open market or in negotiated transactions over an indefinite period of time,
depending on market conditions and other factors. Between October 23, 1997 and
May 8, 1998, TIC purchased an aggregate of 1 million Shares in the open market.
On May 7, 1998, TIC announced that it may purchase as many as 500,000 additional
Shares from time to time in the open market or in negotiated transactions over
an indefinite period of time, depending on market conditions and other factors.
Between May 11, 1998 and August 3, 1998, TIC purchased an aggregate of 457,374
Shares in the open market. On August 5, 1998, TIC announced that it may purchase
as many as 500,000 additional Shares from time to time in the open market or in
negotiated transactions over an indefinite period of time, depending on market
conditions and other factors. From August 6, 1998 to August 14, 1998, TIC has
purchased an aggregate of 129,900 Shares in the open market. Except as set forth
above, TIC has no plan or proposals which relate to or would result in any of
the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) The following table sets forth the beneficial ownership of each
person named in Item 2. The number of Shares beneficially owned through rights
to acquire represents the number of Shares into which L.P. Units beneficially
owned by the person are exchangeable. The percentage of all Shares of Common
Stock/L.P. Units owned assumes, with respect to each person, that all L.P. Units
beneficially owned by the person are exchanged for Shares and that none of the
L.P. Units held by other persons are exchanged for Shares.
<TABLE>
<CAPTION>
PECENT OF ALL PERCENT OF
SHARES OF SHARES ALL SHARES
NUMBER OF ALL SHARES BENEFICIALLY OF COMMON
SHARES OF OF COMMON NUMBER OF OWNED (RIGHTS STOCK/L/P
PERSON COMMON STOCK STOCK L.P. UNITS TO ACQUIRE)(2) UNITS
------ ------------ ----- ---------- -------------- -----
<S> <C> <C> <C> <C> <C>
The Irvine Company 2,878,435 14.4% 24,607,529(1) 27,485,964(3) 61.6%
TIC Investment Company C -- -- 2,994,929(4) 2,994,929 13.0%
TIC Investment Company A -- -- 1,502,105(5) 1,502,105 7.0%
TIC Investment Company D -- -- 1,185,333(6) 1,185,333 5.6%
DBIAC Investment Company -- -- (7) (7) (7)
Donald Bren 183,325(8)(9) .9% --(9) --(9) .9%
Raymond L. Watson 20,000 .1% -- -- .1%
Richard G. Sim -- * -- -- *
Michael D. McKee 5,000 * -- -- *
Richard F. Alden 17,303 * -- -- *
Thomas H. Nielsen 25,000 .1% -- -- .1%
Carl E. Reichardt 60,000(10) .3% -- -- .3%
Peter V. Ueberroth 13,425 * -- -- *
William T. White, III 6,000 * -- -- *
Donn B. Miller 975 * -- -- *
Gary H. Hunt 300 * -- -- *
Joseph D. Davis 5,300 * -- -- *
</TABLE>
20
<PAGE> 21
- ----------
(1) The 24,607,529 L.P. Units include (i) 15,784,000 L.P. Units that TIC
received directly in exchange for its transfer of certain rental
apartment communities to the Operating Partnership, (ii) 1,359,000 L.P.
Units that TIC received upon liquidation of certain limited partnerships
that contributed rental apartment communities to the Operating
Partnerships, (iii) the 160,000 L.P. Units that TIC received upon
liquidation of the general partnership that contributed rental apartment
communities to the Operating Partnership, (iv) 478,162 L.P. Units that
TIC controls through its general partnership interest in TICICB, (v)
1,144,000 L.P. Units that TIC controls as the general partner of two
limited partnerships that contributed rental apartment communities to
the Operating Partnership, (vi) 4,497,034 L.P. Units that TIC controls
through its general partnership interest in TICICA and TICICC and (vii)
1,185,333 L.P. Units that TIC controls through its general partnership
interest in TICICD.
(2) Assumes all of the L.P. Units are exchanged for Shares, without regard
to certain ownership limit provisions set forth in the Articles of
Incorporation. It is not anticipated that these ownership limit
provisions will be waived. TIC has the right, once in every twelve month
period, generally to exchange up to one third of the L.P. Units for
Shares at an exchange ratio of one L.P. Unit for each Share, subject to
adjustment. The Articles of Incorporation place a limit on ownership by
TIC, Mr. Bren and their affiliates, in the aggregate, of 20% of the
Shares.
(3) Includes 2,878,435 shares owned by TIC and 24,607,529 L.P. Units
beneficially owned by TIC (see footnote (1)).
(4) The 2,994,929 L.P. Units are also included in the 24,607,529 L.P. Units
deemed to be beneficially owned by TIC because TIC is the managing
general partner of TICICC.
(5) The 1,502,105 L.P. Units were transferred to TICICA from ILCI on June
21, 1996. The 1,502,105 L.P. Units are also included in the 24,607,529
L.P. Units deemed to be beneficially owned by TIC because TIC is the
managing general partner of TICICA.
(6) The 1,185,333 L.P. Units were received in exchange for apartment
community land sites sold to the Operating Partnership pursuant to the
Land Rights Agreement. The 1,185,333 L.P. Units are also included in the
24,607,529 L.P. Units deemed to be beneficially owned by TIC because TIC
is the managing general partner of TICICD.
(7) DBIAC is the 1% general partner of TICICA, TICICB, TICICC, TICICD and
the Limited Partnerships, which in the aggregate own 7,304,529 L.P.
Units. TIC is the managing general partner of TICICA, TICICB, TICICC,
TICICD and the Limited Partnerships, and such L.P. Units are included in
the 24,607,529 L.P. Units deemed to be beneficially owned by TIC. The
sole shareholder of DBIAC is the Donald L. Bren Trust, dated June 26,
1987, as amended, of which Mr. Donald Bren is the sole trustee. Assuming
the exchange of the 7,304,529 L.P. Units that are convertible into
Shares, DBIAC would be deemed to beneficially own 26.7% of the Shares.
Since TIC is the managing general partner of TICICA, TICICB, TICICC,
TICICD and the Limited Partnerships, DBIAC disclaims beneficial
ownership of such Shares.
(8) Shares are held by a trust of which Mr. Bren is trustee.
21
<PAGE> 22
(9) Mr. Bren may be deemed the beneficial holder of the Shares and the L.P.
Units beneficially owned by TIC and the 305,707 L.P. Units owned by the
LLC due to his status as the sole shareholder and Chairman of the Board
of Directors of TIC and the sole owner of the members of the LLC.
Assuming the exchange of all 24,607,529 L.P. Units beneficially owned by
TIC and all 305,707 L.P. Units owned by the LLC for Shares, Mr. Bren
would be deemed to beneficially own 62.2% of the Shares. Mr. Bren
disclaims beneficial ownership of the Shares and the LP Units directly
or indirectly owned by TIC and the LLC.
(10) Includes 10,000 shares Mr. Reichardt has a right to acquire through a
pension trust account.
* Less than .1%
Except as set forth in this Item 5(a), none of TIC, TICICA, TICICC,
TICICD, or any other person controlling TIC, TICICA, TICICC or TICICD nor, to
the best of its knowledge, any persons named in Schedule A or Schedule B hereto
beneficially owns any Shares.
22
<PAGE> 23
(b) The following table indicates, for each person listed in the above
table, the number of Shares beneficially owned as to which there is sole power
to vote or to direct the vote, shared power to vote or to direct the vote, sole
power to dispose or to direct the disposition, or shared power to dispose or to
direct the disposition. All persons listed below, including those referenced in
the footnotes, are citizens of the United States of America.
<TABLE>
<CAPTION>
SOLE SHARED SOLE SHARED
VOTING VOTING DISPOSITIVE DISPOSITIVE
PERSON POWER POWER POWER POWER
------ ----- ----- ----- -----
<S> <C> <C> <C> <C>
The Irvine Company (1) 27,485,964 0 27,485,964 0
TIC Investment Company A 0 0 0 0
TIC Investment Company C 0 0 0 0
TIC Investment Company D 0 0 0 0
DBIAC Investment Company (2) 0 0 0 0
Donald Bren (3) 183,325 0 183,325 0
Raymond L. Watson 20,000 0 20,000 0
Richard G. Sim 0 0 0 0
Michael D. McKee 5,000 0 5,000 0
Richard F. Alden (4) 15,000 0 15,000 0
Thomas H. Nielsen (5) 4,000 20,000 4,000 20,000
Carl E. Reichardt 60,000 0 60,000 0
Peter V. Ueberroth (6) 2,350 11,075 2,350 11,075
William T. White, III (7) 1,000 5,000 1,000 5,000
Donn B. Miller (8) 0 975 0 975
Gary H. Hunt (9) 0 0 0 0
Joseph D. Davis 5,300 0 5,300 0
</TABLE>
(1) TIC, as a contributor of properties to the Operating Partnership in
exchange for 15,784,000 L.P. Units; as the transferee of 1,359,000 L.P.
Units upon the liquidation of five limited partnerships that contributed
properties to the Operating Partnership; as the transferee of 160,000
L.P. Units upon the liquidation of the general partnership that
contributed rental apartment communities to the Operating Partnership;
as the managing general partner of TICICB which received 478,162 L.P.
Units pursuant to an agreement dated June 21, 1996; as the direct or
indirect owner of the two limited partnerships that contributed
properties to the Operating Partnership in exchange for 1,144,000 L.P.
Units; as the managing general partner of TICICA which received
1,502,105 L.P. Units pursuant to an agreement dated June 21, 1996; as
the managing general partner of TICICC which received 1,490,700 L.P.
Units pursuant to an agreement dated July 3, 1996, 7,637, 6,109,
1,394,194, 6,221, 6,362, 7,317, 7,259, 34,558, 34,572 L.P. Units on
August 30, 1996, November 27, 1996, February 20, 1997, February 28,
1997, May 30, 1997, August 29, 1997, November 26, 1997, February 27,
1998 and May 29, 1998 respectively, which TICICC purchased; and as the
managing general partner of TICICD which received 115,544 L.P. Units
pursuant to an agreement dated July 30, 1996, 244,857 L.P. Units
pursuant to an agreement dated December 23, 1996, 313,439 L.P. Units
pursuant to an agreement dated February 10, 1997, 179,433 L.P. Units
pursuant to an agreement dated October 21, 1997, and 332,060 L.P. Units
pursuant to an agreement dated December 16, 1997, has sole power to vote
or direct the vote and to dispose or direct
23
<PAGE> 24
the disposition (subject to the provisions of the Restated Partnership
Agreement and the Miscellaneous Rights Agreement) of 24,607,529 L.P.
Units. TIC directly owns 2,878,435 Shares.
(2) DBIAC is the 1% general partner of TICICA, TICICB, TICICC, TICICD and
the Limited Partnerships, which in the aggregate own 7,304,529 L.P.
Units. TIC is the managing general partner of TICICA, TICICB, TICICC,
TICICD and the Limited Partnerships, and such L.P. Units are deemed to
be beneficially owned by TIC. The sole shareholder of DBIAC is the
Donald L. Bren Trust, dated June 26, 1987, as amended, for which Mr.
Donald Bren is the sole trustee. Since TIC is the managing general
partner of TICICA, TICICB, TICICC, TICICD and the Limited Partnerships,
TIC has sole voting and dispositive power with respect to such L.P.
Units.
(3) Includes 183,325 Shares held by a trust of which Mr. Bren is trustee.
(4) Voting and Dispositive Power for 2,303 Shares is held by Mr. Alden's
spouse, Marjorie L. Alden and such Shares are not included herein.
(5) 20,000 shares are held in a trust, the co-trustees of which are Mr.
Nielsen and his spouse, Marilyn Nielsen. Excludes 1,000 shares held by
Marilyn Nielsen in an IRA account.
(6) 11,075 shares are held in a trust, the co-trustees of which are Mr.
Ueberroth and Mr. Ueberroth's spouse, Virginia M. Ueberroth.
(7) 5,000 shares are held in a trust, the co-trustees of which are Mr. White
and Terril E. Magee. Ms. Magee is an Executive Assistant of Blanco
Investments and Land, Ltd. located at 230 Newport Center Dr., Suite 300,
Newport Beach, CA 92660.
(8) 975 shares are held in a trust, the co-trustees of which are Mr. Miller
and his spouse, Margaret Miller.
(9) 300 shares are held in the Hunt Family Trust dated 12/6/93, but Mr. Hunt
does not direct the voting or disposition of the shares and is not the
trustee.
(c) Other than the transactions described in Items 3 and 4 above, there
have not been any transactions effected during the past 60 days by the persons
named in response to paragraph (a).
(d) Inapplicable.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE COMPANY.
Pursuant to the Miscellaneous Rights Agreement, the Company has granted
to TIC, its affiliates and certain related persons, registration rights with
respect to Shares owned by them whether acquired upon exchange of L.P. Units
pursuant to certain exchange rights, upon exercise of any option or right of
first refusal pursuant to the Land Rights Agreement (defined below), pursuant to
TIC's participation
24
<PAGE> 25
rights, in the open market or otherwise. These registration rights, with certain
limitations, grant such parties the opportunity to demand registration of all or
any portion of the Shares one time each calendar year and the right to have such
Shares registered incidentally to any registration being conducted by the
Company of Shares, securities convertible or exchangeable for Shares or
securities substantially similar to Shares. The Company will bear expenses
incident to its registration requirements under the registration rights, except
that such expenses will not include any underwriting discounts or commissions.
The Company, TIC, the Operating Partnership and Mr. Bren entered into an
Exclusive Land Rights and Noncompetition Agreement dated as of November 21, 1993
(as amended, the "Land Rights Agreement") which through July 31, 2020 provides
the Company with the exclusive right, but not the obligation, to acquire all
land sites on the Irvine Ranch which are entitled for residential development
and designated by TIC as ready for rental apartment community development (the
"Future Land Sites"). The purchase price for each Future Land Site is determined
by appraisal and will be payable by the Company in cash, L.P. Units or Shares at
the option of the Company for Future Land Site purchase rights exercised on or
before July 31, 2000, and thereafter at the option of TIC, but subject to a
determination by a committee of independent directors of the Board of Directors
of the Company that the method of payment will not adversely affect the
Company's qualification as a Real Estate Investment Trust. A copy of the Land
Rights Agreement and all amendments thereto are filed as exhibits hereto and are
incorporated herein by reference.
The Company, the Operating Partnership, TIC and IAH have entered into an
Agreement dated May 2, 1996, pursuant to which TIC and IAH agreed to certain
limitations on their ability to convert or transfer a portion of the L.P. Units
held by IAH, absent shareholder approval. A copy of the May 2, 1996 Agreement is
filed as Exhibit 20 hereto and is incorporated herein by reference. Pursuant to
the June 21, 1996 agreement described in Item 2, TICICB assumed IAH's
obligations under such agreement. The Company's shareholders approved the
transferability and ability to exchange such L.P. Units at the Company's 1997
Annual Meeting of Shareholders.
The Company, the Operating Partnership, TIC and TICICD have entered into
two agreements, dated December 23, 1996 and February 10, 1997, pursuant to which
TIC and TICICD agreed to certain limitations on their ability to convert or
transfer a portion of the L.P. Units held by TICICD, absent shareholder
approval. Copies of the December 23, 1996 and the February 10, 1997 agreements
are filed as Exhibits 21 and 22 hereto respectively, and are incorporated herein
by this reference. The Company's shareholders approved the transferability and
ability to exchange such L.P. Units at the Company's 1997 Annual Meeting of
Shareholders.
Except for the agreements described in this Schedule 13D, to the best
knowledge of the persons signing this schedule, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) between the
persons enumerated in Item 2, and any other person, with respect to any
securities of the Company, including, but not limited to, transfer or voting of
any of the securities, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
25
<PAGE> 26
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<C> <S>
1 Amended and Restated Joint Filing Agreement dated as of December 18,
1997 among TIC, TICICA, TICICC, TICICD and Donald Bren (previously
filed with Amendment No. 9 to this Schedule 13D)
2 Amended and Restated Agreement of Limited Partnership of Irvine
Apartment Communities, L.P. dated as of December 1, 1993 among the
Company, TIC and certain related parties of TIC (the "Partnership
Agreement") (previously filed with the original of this Schedule
13D)
3 Agreement dated March 7, 1995 between IAH and the Company, in its
capacity as general partner of the Operating Partnership,
supplementing the Partnership Agreement (previously filed with
Amendment No. 4 to this Schedule 13D)
4 Amendment No. 1 dated as of April 20, 1995 to the Partnership
Agreement among the Company, in its capacity as general partner of
the Operating Partnership, and the limited partners named therein
(previously filed with Amendment No. 4 to this Schedule 13D)
5 Agreement dated June 30, 1995 among the Company, in its capacity as
general partner of the Operating Partnership, certain limited
partnerships (the "Partnerships") which were limited partners of the
Operating Partnership named therein, and IAH and Irvine Industrial
Development Company ("IIDC"), in their capacities as partners of the
Partnerships, supplementing the Partnership Agreement (previously
filed with Amendment No. 4 to this Schedule 13D)
6 Amendment No. 2 dated as of July 18, 1995 to the Partnership
Agreement among the Company, in its capacity as general partner of
the Operating Partnership, and the limited partners named therein
(previously filed with Amendment No. 4 to this Schedule 13D)
7 Amendment No. 3 dated as of August 9, 1995 to the Partnership
Agreement among the Company, in its capacity as general partner of
the Operating Partnership, ILCI and the limited partners named
therein (previously filed with Amendment No. 4 to this Schedule 13D)
8 Amendment No. 4 dated as of March 20, 1996 to the Partnership
Agreement among the Company, in its capacity as general partner of
the Operating Partnership, and the limited partners named therein
(previously filed with Amendment No. 5 to this Schedule 13D)
9 Amendment No. 5 dated as of May 1, 1996 to the Partnership Agreement
among the Company, in its capacity as general partner of the
Operating Partnership, and the limited partners named therein
(previously filed with Amendment No. 5 to this Schedule 13D)
10 Agreement dated June 21, 1996 among Parkwest Associates, ILCI, IAH,
the Company, in its capacity as general partner of the Operating
Partnership, IIDC, TICICA, TICICB and TIC (previously filed with
Amendment No. 5 to this Schedule 13D)
</TABLE>
26
<PAGE> 27
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<C> <S>
11 Agreement dated July 3, 1996 between the Company, in its capacity as
general partner of the Operating Partnership, and TICICC,
supplementing the Partnership Agreement (previously filed with
Amendment No. 5 to this Schedule 13D)
12 Miscellaneous Rights Agreement dated as of March 20, 1996 among the
Company, TIC and the Operating Partnership ("Miscellaneous Rights
Agreement") (previously filed with Amendment No. 5 to this Schedule
13D)
13 Articles of Amendment and Restatement of the Company (previously
filed with Amendment No. 5 to this Schedule 13D)
14 Articles of Merger Between the Company and Irvine Apartment
Communities, Inc., a Delaware corporation, dated as of May 2, 1996
(previously filed with Amendment No. 5 to this Schedule 13D)
15 Amended By-laws of the Company (previously filed with Amendment No.
5 to this Schedule 13D)
16 Exclusive Land Rights and Noncompetition Agreement dated as of
November 23, 1993 among the Company, the Operating Partnership, TIC
and Donald Bren (the "Land Rights Agreement") (previously filed with
the original of this Schedule 13D)
17 Amendment No. 1 dated April 20, 1995 to the Land Rights Agreement
(previously filed with Amendment No. 4 to this Schedule 13D)
18 Amendment No. 2 dated as of July 18, 1995 to the Land Rights
Agreement (previously filed with Amendment No. 4 to this Schedule
13D)
19 Amendment No. 3 dated as of May 2, 1996 to the Land Rights Agreement
(previously filed with Amendment No. 5 to this Schedule 13D)
20 Agreement dated May 2, 1996 among the Company, TIC and IAH
(previously filed with Amendment No. 5 to this Schedule 13D)
21 Agreement dated December 23, 1996 among the Company, the Operating
Partnership, TIC and TICICD (previously filed with Amendment No. 6
to this Schedule 13D)
22 Agreement dated February 10, 1997 among the Company, the Operating
Partnership, TIC and TICICD (previously filed with Amendment No. 6
to this Schedule 13D)
23 Agreement dated July 30, 1996 between the Company, in its capacity
as general partner of the Operating Partnership and TICICD,
supplementing the Partnership Agreement (previously filed with
Amendment No. 6 to this Schedule 13D)
</TABLE>
27
<PAGE> 28
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION
- ------- -----------
<C> <S>
24 Amendment No. 6 dated as of June 30, 1996 to the Partnership
Agreement among the Company, in its capacity as general partner of
the Operating Partnership, and the limited partners named therein
(previously filed with Amendment No. 6 to this Schedule 13D)
25 Amendment No. 7 dated as of February 4, 1997 to the Partnership
Agreement among the Company, in its capacity as general partner of
the Operating Partnership, and the limited partners named therein
(previously filed with Amendment No. 6 to this Schedule 13D)
26 Amendment No. 8 dated as of July 25, 1997 to the Partnership
Agreement among the Company, in its capacity as general partner of
the Operating Partnership, and the limited partners named therein
(previously filed with Amendment No. 9 to this Schedule 13D)
27 Reserved
28 Amendment No. 4 dated July 25, 1997 to the Land Rights Agreement
(previously filed with Amendment No. 9 to this Schedule 13D)
28.1 Amendment No. 1 dated July 25, 1997 to the Miscellaneous Rights
Agreement (previously filed with Amendment No. 9 to this Schedule
13D)
28.2 Second Amended and Restated Agreement of Limited Partnership of
Irvine Apartment Communities, L.P. dated as of January 20, 1998
among the Company, TIC, Thompson Residential Company, Stonecrest
Village Company, LLC, IAC Capital Trust, and certain related parties
of the Company and TIC (the "Restated Partnership Agreement")
(previously filed with Amendment No. 12 to this Schedule 13D)
</TABLE>
28
<PAGE> 29
SIGNATURES
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: August 19, 1998
THE IRVINE COMPANY
By:/s/ Michael D. McKee
Name: Michael D. McKee
Title: Executive Vice-President
TIC INVESTMENT COMPANY A
By: THE IRVINE COMPANY, its
managing general partner
By:/s/ Michael D. McKee
Name: Michael D. McKee
Title: Executive Vice-President
TIC INVESTMENT COMPANY C
By: THE IRVINE COMPANY, its
managing general partner
By:/s/ Michael D. McKee
Name: Michael D. McKee
Title: Executive Vice President
TIC INVESTMENT COMPANY D
By: THE IRVINE COMPANY, its
managing general partner
By:/s/ Michael D. McKee
Title: Executive Vice President
DONALD L. BREN
By:/s/ Michael D. McKee as
Attorney-in-fact for Mr. Bren
29
<PAGE> 30
SCHEDULE A
DIRECTORS AND EXECUTIVE OFFICERS OF TIC
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of The Irvine Company
("TIC") are set forth below. If no business address is given the director's or
officer's business address is 550 Newport Center Drive, Newport Beach, CA
92658-8904. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to TIC. There are no executive officers, other than Mr.
Joseph S. Davis, who are not also directors. All of the persons listed below are
citizens of the United States of America.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION INCLUDING
NAME AND NAME AND ADDRESS(1)
BUSINESS ADDRESS OF EMPLOYER
<C> <S>
Donald Bren Chairman of the Board and President
Raymond L. Watson Vice Chairman
Gary H. Hunt Executive Vice President, Corporate Affairs
Joseph D. Davis Executive Vice President, Land and Residential Development
Richard G. Sim Executive Vice President, Investment Properties
Michael D. McKee, Esq. Executive Vice President, Chief Financial Officer and Corporate Secretary
</TABLE>
- ----------
(1) Same address as director's or officer's business address except where
indicated.
30
<PAGE> 31
Richard F. Alden Private Investor
11340 West Olympic Blvd,
Suite 280
Los Angeles, CA 90064
Donald M. Koll Chairman and Chief
4343 Von Karman Avenue Executive Officer,
Newport Beach, CA 92660 The Koll Company
Benjamin V. Lambert Chairman and Chief
40 West 57th Street Executive Officer,
New York, NY 10019 Eastdil Realty Company
Donn B. Miller, Esq President and Chief
136 El Camino, Suite 216 Executive Officer,
Beverly Hills, CA 90212 Pearson-Sibert Oil Company
of Texas
Thomas H. Nielsen Consulting Director,
600 Anton Blvd., U.S. Trust of California
Suite 150
Costa Mesa, CA 92626-7147
Carl E. Reichardt Retired Chairman and Chief
420 Montgomery St., Executive Officer, Wells
12th Floor Fargo Bank
San Francisco, CA 94104
Thomas C. Sutton Chairman and Chief Executive
700 Newport Center Drive Executive Officer, Pacific
Newport Beach, CA 92660 Mutual Life Insurance
Company
Peter V. Ueberroth Managing Director,
500 Newport Center Drive Contrarian Group
Newport Beach, CA 92660
William T. White, III President, Blanco
230 Newport Center Drive, Investments and Land Ltd.
Suite 300
Newport Beach, CA 92660
31
<PAGE> 32
SCHEDULE B
DIRECTORS AND EXECUTIVE OFFICERS OF DBIAC INVESTMENT COMPANY
The name, business address, title, present principal occupation or
employment of each of the directors and executive officers of DBIAC Investment
Company are set forth below. If no business address is given the director's or
officer's business address is 550 Newport Center Drive, Newport Beach, CA
92658-8904. There are no executive officers that are not also directors. All of
the persons listed below are citizens of the United States of America.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL
OCCUPATION INCLUDING
NAME AND NAME AND ADDRESS (1)
BUSINESS ADDRESS OF EMPLOYER
<C> <S>
Donald L. Bren Chairman and Chief Executive Officer
Gary Babick President
M. A. Pope Senior Vice President, Chief Financial Officer and Secretary
</TABLE>
- ----------
(1) Same address as director's or officer's business address except where
indicated.
32
